Statement re Proposed Bonus Issue
Fidelity Japanese Values PLC
Proposed Bonus Issue of up to 19,115,490 Subscription Shares, Adoption of New
Articles of Association and Change to Investment Policy
Introduction
The Company announced on 20 August 2009 that the Board was considering
proposals for a bonus issue of Subscription Shares to existing Shareholders. A
prospectus has been sent out today to the Company's shareholders setting out
details of the Bonus Issue, and describing certain changes that the Board is
proposing be made to the Company's Investment Policy and, following the final
implementation of the Companies Act 2006, to the Articles.
Implementation of the Bonus Issue requires amendments to the Articles to
provide for the rights of the Subscription Shares and to obtain authority to
allot the Subscription Shares. The Bonus Issue is conditional on the passing of
a Special Resolution to be proposed at the General Meeting of the Company to be
held on 10 November 2009, as well as on the admission of the Subscription
Shares to the Official List and to trading on the London Stock Exchange.
The Board is also proposing an amendment to the Company's Investment Policy to
allow the Company to obtain a geared exposure to Japanese equities through the
use of contracts for difference ("CFDs"). The proposal is being driven by the
need for the Company to repay its loan from The Royal Bank of Scotland plc
which matures in November 2009. To be implemented, the proposal requires
Shareholder consent and accordingly a suitable Ordinary Resolution is also to
be proposed at the General Meeting.
PART A: The Bonus Issue
The Company is proposing to issue Subscription Shares to Qualifying
Shareholders on the basis of one Subscription Share for every five Existing
Ordinary Shares held on the Record Date, subject to the passing of the Special
Resolution set out in the Notice of General Meeting. The Subscription Shares
will be issued by way of a bonus issue to Qualifying Shareholders and will be
listed and tradable on the main market for listed securities of the London
Stock Exchange. The ISIN of the Subscription Shares is GB00B4PF8J20 and the
ticker is FJVS.
Each Subscription Share will confer the right (but not the obligation) to
subscribe for one Ordinary Share upon exercise of the Subscription Share Rights
and on payment of the Subscription Price, as set out below.
The Subscription Share Rights may be exercised on the last business day of each
month commencing in February 2010 and finishing on the last business day in
February 2013 after which the Subscription Share Rights will lapse. The
Ordinary Shares arising on exercise will be allotted within ten Business Days
of the relevant exercise date. To be exercised, a notice of exercise must be
received by the Registrars no later than ten business days prior to the
relevant exercise date.
Qualifying Shareholders' entitlements will be assessed against the register of
members on the Record Date, which is expected to be 5.00 p.m. on 10 November
2009.
Subscription Shares will rank equally with each other and will not carry the
right to receive any dividends from the Company or the right to attend and vote
at general meetings of the Company.
The Subscription Price will be equal to the published NAV per Ordinary Share as
at 5.00 p.m. on 10 November 2009, plus a 1% premium to such NAV per Ordinary
Share, rounded up to the nearest whole penny.
The NAV for the purpose of calculating the Subscription Price will be the
unaudited value of the Company's assets calculated in accordance with the
Company's accounting policies (including revenue items for the current
financial year) less all prior charges and other creditors at their fair value
(including the costs of the Bonus Issue).
The New Articles provide that the Subscription Price is subject to adjustment
upon the occurrence of certain corporate events by or affecting the Company
before the last business day in February 2013. The relevant corporate events
include consolidations or sub-divisions of share capital, pre-emptive offers of
securities to Ordinary Shareholders, takeover offers and the liquidation of the
Company. Such adjustments serve to protect either the intrinsic value or the
time value of the Subscription Shares or both.
The percentage premium applying upon exercise and the resulting Subscription
Prices reflect the Board's confidence in the Company's medium to long term
prospects and its hope that holders of Subscription Shares will be able to
exercise their Subscription Share Rights and acquire Ordinary Shares on
favourable terms in the future.
It is expected that an announcement setting out the Subscription Price will be
made on 11 November 2009. Fractions of Subscription Shares will not be allotted
or issued and entitlements will be rounded down to the nearest whole number of
Subscription Shares.
Advantages of the Bonus Issue
The Directors believe that the Bonus Issue of Subscription Shares will have the
following advantages:
(a) Subscription Shares should represent an attractive way for investors to
participate in any future NAV growth of the Company through conversion into
Ordinary Shares at a predetermined price;
(b) Qualifying Shareholders will receive securities with a monetary value which
may be traded in a similar fashion to their Existing Ordinary Shares or
converted into Ordinary Shares;
(c) on any exercise of the Subscription Share Rights, the capital base of the
Company will increase, allowing operating costs to be spread across a larger
number of Ordinary Shares, and this may cause the total expense ratio to fall;
(d) following the exercise of any Subscription Share Rights, the Company will
have an increased number of Ordinary Shares in issue, which may improve the
liquidity in the market for its Ordinary Shares; and
(e) Qualifying Shareholders will receive securities which are qualifying
investments for the purposes of the stocks and shares ISA and permitted
investments for the purposes of a SIPP.
Implementation of Bonus Issue
Implementation of the Bonus Issue requires Shareholders to approve the Special
Resolution to be proposed at the General Meeting. If passed, the Special
Resolution will:
(a) approve the adoption of New Articles containing the rights attaching to the
Subscription Shares and incorporating certain changes to reflect the final
implementation of the 2006 Act;
(b) authorise the Directors to allot the Subscription Shares pursuant to the
Bonus Issue;
(c) authorise the capitalisation of sums standing to the credit of the
Company's share premium account, capital redemption reserve, special reserve
and any other applicable reserve (excluding the revenue reserve) in paying up
the Subscription Shares to be issued pursuant to the Bonus Issue;
(d) authorise the consolidation, sub-division or redemption of any share
capital in connection with the exercise of the Subscription Share Rights so as
to enable conversion of the Subscription Shares into Ordinary Shares in
accordance with the Subscription Share Rights; and
(e) authorise the repurchase by the Company of Subscription Shares representing
up to 14.99% of the Company's issued Subscription Share capital following
Admission (subject to certain conditions), as more fully described below.
Continuation Vote
Under the Articles, the Company is required to propose a continuation vote as
an ordinary resolution at every third AGM. If a continuation vote is not passed
the Directors are required to convene a general meeting within three months, at
which proposals for the winding up or other reconstruction of the Company would
be considered.
The last continuation vote took place in May 2007 and the next is due at the
AGM to be held in 2010, when all or some of the Subscription Shares may still
be outstanding. Subscription Shares do not carry the right to attend and vote
at any general meeting of the Company, including any meeting convened to
consider a continuation vote. If the continuation vote is not passed and the
Company is wound up or restructured, the entitlements of Subscription
Shareholders would be calculated in accordance with the rights attaching to the
Subscription Shares.
Broadly, this means that Subscription Shareholders as a whole would receive a
proportionate amount of each and every payment made under a winding up or
reconstruction, where such proportion is not less than the market
capitalisation of the Subscription Shares divided by the total assets available
to ordinary shareholders calculated at the outset of a winding up or
reconstruction. This amount would be divided between the holders of the
outstanding Subscription Shares pro rata to their holdings at the outset of the
winding up or reconstruction.
Although any formal recommendation as to the continuation vote will only be
taken at the time of the approval of the annual results for 2009, the Bonus
Issue proposal underlines the Board's confidence in the long term prospects of
the Company.
Admission and Dealings
Applications will be made to the UK Listing Authority for the Subscription
Shares to be admitted to the Official List and to the London Stock Exchange for
such shares to be admitted to trading on its market for listed securities. It
is expected that Admission will occur, and that dealings will commence, on 12
November 2009. On Admission, the Subscription Shares will confer rights to
subscribe for new Ordinary Shares representing, in aggregate, up to 20% of the
then issued ordinary share capital of the Company.
The Ordinary Shares resulting from the exercise of the Subscription Share
Rights will rank pari passu with the Ordinary Shares then in issue (save for
any dividends or other distributions declared, made or paid on the Ordinary
Shares by reference to a record date prior to the allotment of the relevant
Ordinary Shares).
PART B: Proposed Change to the Investment Policy
The Board is proposing that the Investment Policy be amended to allow the
Company to use CFDs to maintain exposure to Japanese equities on a geared
basis. Derivatives (including CFDs) may currently only be used for efficient
portfolio management to protect the portfolio against market risk. In previous
years, the Company was able to utilise traditional forms of bank debt to
finance replacement funding but, in the current lending market conditions, bank
debt, if available, is more difficult, restrictive and expensive to obtain.
The Board believes that it is in the best interests of Shareholders for the
Company to continue to have the ability to employ gearing and believes that the
proposed ability to use CFDs will provide an appropriate method of alternative
finance. The costs of using CFDs are currently lower than those that would be
involved in traditional borrowing and, depending on the level of gearing
required, CFDs can provide greater flexibility. The Board will continue to
monitor and review the Company's gearing level on an ongoing basis.
How CFDs will Operate
The Company will enter into CFDs with a counterparty that will provide the
Company with an exposure to Japanese equities selected by the Manager. The
counterparty will purchase the relevant stocks (or exposure to them) in the
market onto its own balance sheet and hold the stocks (or exposure) to cover
its exposure to the Company for the period that the Company holds the relevant
CFDs. The counterparty is obliged to pay the Company to the extent the market
price of the securities rises, as well as to pay a sum equal to any dividend
income. The Company is obliged to pay the counterparty to the extent the market
price falls. The Company does not actually purchase the underlying securities,
but is exposed to any movement in the price.
The counterparty also charges the Company a daily funding charge, based on the
initial market price of the securities that are the subject of the CFD. The
effect is to give the Company an exposure to the securities on a geared basis,
in effect as if the counterparty had lent the Company the money necessary for
the Company to acquire the securities and the Company had acquired them.
The net balance payable between the counterparty (on all CFDs) and the Company
is calculated on a daily basis and represents the unrealised profit or loss on
the outstanding CFDs. The balance of either party to the other is then covered
by a payment of collateral, again on a daily basis, but collateral will only be
supplemented if the balance exceeds the collateral by US$1 million or more.
The Counterparty
It is intended that UBS AG, the parent company of a global financial services
group will act as the counterparty for the Company.
New Investment Policy
The Board is proposing to amend the Investment Policy to permit the use of CFDs
to obtain exposure to Japanese equities selected by the Manager in order to
provide gearing for the Company:
The Company's policy is to be geared, whether through the use of borrowing or
CFDs, in the belief that long term investment returns will exceed the cost of
gearing. The effect of gearing is to magnify the consequence of market
movements on the portfolio and if the portfolio value rises the NAV will be
positively impacted, but if it falls the NAV will be adversely impacted. The
Board is responsible for the level of gearing in the Company and reviews the
position on a regular basis.
The aggregate exposure of the Company to Japanese equities, whether held
directly or under CFDs, will not exceed 130% of total net assets at the time at
which any CFD is entered into or any security acquired. The Board also intends
that the exposure will not exceed 140% at any other time unless exceptional
circumstances exist. It should be stressed that the majority of the Company's
exposure to Japanese equities will be through direct investment, not CFDs. In
addition, the limits on exposure to individual companies and groups set out
above will be calculated on the basis that the Company has acquired the
securities to which any CFD is providing exposure.
The investment of any borrowed money in Japanese equities will be subject to
the exposure limits set out above and the total amount borrowed will not exceed
30% of shareholders' funds at the time of borrowing.
Generally, the maximum that the Company will hold in cash will be 25% of the
total value of the Company's assets, but this limit will not include any cash
or cash equivalent paid as collateral for unrealised losses on CFDs. In
practice the cash position will normally be much lower.
Additional Risk of Using CFDs
The additional risk to the Company of using CFDs rather than traditional forms
of finance is that the Company does not own the Japanese equities to which the
CFDs give exposure and is at risk if the counterparty defaults, for example for
insolvency reasons. The balance on all outstanding CFDs is calculated on a
daily basis with collateral then adjusted so that collateral equal to the
outstanding balance has been posted, although no collateral adjustment is made
where the balance is less than US$1 million. This results in a potential
exposure which could be increased, due to settlement practices and timing
differences, to a maximum of US$1 million plus three days' unrealised trading
profits.
Costs Involved in Using CFDs
A funding charge approximately equal to one week LIBOR for Yen deposits plus
0.35% will accrue daily on the initial cost of the Japanese equities to which
the CFD gives exposure adjusted to reflect changes in the value of the equities
and the daily payments by and to the counterparty. If cash is deposited with
UBS as collateral to act as security for the unrealised losses on CFDs, the
Company will receive interest at a rate of LIBOR for Yen deposits minus 0.2%.
Under current market conditions the costs involved in using CFDs as outlined
would be less than the costs that would be incurred in traditional methods of
borrowing.
To be implemented, the proposed changes to the Investment Policy require the
approval of Shareholders and a suitable Ordinary Resolution is to be proposed
to the General Meeting.
PART C: New Articles
If the Special Resolution is approved, the New Articles will be adopted. The
New Articles will set out the rights attaching to the Subscription Shares and
incorporate certain changes to reflect recent legal developments, in particular
certain provisions of the 2006 Act which came into force in 2008 and 2009. The
New Articles will not otherwise vary from the existing Articles.
The New Articles will be on display at the registered office of the Company
from today until the end of the General Meeting and at the General Meeting
itself for the duration of the meeting and for at least 15 minutes prior to the
meeting.
General Meeting
A General Meeting of the Company has been convened for 2.00 p.m. on 10 November
2009 at 25 Cannon Street, London EC4M 5TA at which the Special Resolution and
the Ordinary Resolution will be proposed.
Voting Intention of the Manager
The Manager has declared its intention that FIL Limited, the ultimate parent
company of the Manager, will vote its holding of 6,854,100 Ordinary Shares
(representing approximately 7.17% of the issued ordinary share capital of the
Company) in favour of the Resolutions. For those Shares held through the
Savings Schemes (as at 13 October 2009 15,897,688 Ordinary Shares representing
approximately 16.63% of the issued ordinary share capital of the Company),
Fidelity will arrange to vote those Shares in favour of the Resolutions where
voting directions are not received.
Publication of the Prospectus
Two copies of the Prospectus dated 15 October 2009 and the proxy form have been
submitted to the UK Listing Authority and will be available for inspection at
the UK Listing Authority's Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Defined terms used in this announcement shall have the same meaning as ascribed
to them in the Company's Prospectus dated 15 October 2009.
For further information please contact:
Rebecca Burtonwood 01737 836869
FIL Investments International, Company
Secretary
Andrew Zychowski/David Yovichic 020 7523 8000
Collins Stewart Europe Limited
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sponsor to Fidelity
Japanese Values PLC and is acting for no-one else in connection with the Bonus
Issue and the contents of this announcement, and will not be responsible to
anyone other than the Company for providing the protections afforded to clients
of Collins Stewart Europe Limited nor for providing advice in connection with
the Bonus Issue and the contents of this announcement or any other matter
referred to herein. Collins Stewart Europe Limited is not responsible for the
contents of this announcement. This does not exclude or limit any
responsibilities which Collins Stewart Europe Limited may have under the
Financial Services and Markets Act 2000 or the regulatory regime established
thereunder.